THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
DESCRIPTION AND USE OF APP AND THE SERVICE
The App and the Service allows you to consolidate, track and manage your finances. The App and the Service allows you to do various things, including but not limited to, connecting all your accounts and see them all in one place, tracking your income, calculating estimated taxes and setting aside some amount to pay your taxes, providing quotes for your projects, and sending an invoice for the services you perform for your customers. We may offer additional subscription programs from time to time, such as payment of taxes on your behalf (“TaxPass”), paying invoices associated with your engagements (“InvoicePrep & Send”), and other services intended to streamline your financial life.
If you are on our waitlist, you may choose to refer a friend to our Service by sending an invite (provided by Able) via text. If your friend accepts the invite by entering the required code, then you will be removed from the waitlist, and you and your friend both will be invited to apply for an Able Account.
Able reserves the right to accept or reject applications to open an Able Account for any reason, in its sole and absolute discretion.
LICENSE TO USE THE APP
Able’s community, like any community, functions best when its users follow a few simple rules. By accessing and/or using App and/or the Service, you agree to comply with these community guidelines (the “Community Guidelines”) and that:
• You will comply with all applicable laws in your use of the App and the Service and will not use the App and the Service for any unlawful purpose;
• You will not upload, post, e-mail, transmit, or otherwise make available any content that:
• infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
• is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, promotes violence, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity; or
• discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information.
• You will not “stalk,” threaten, or otherwise harass another person;
• You will not access or use the App and the Service to collect any market research for a competing business;
• You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
• You will not interfere with or attempt to interrupt the proper operation of the App and the Service through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the App through hacking, password or data mining, or any other means;
• You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features (e.g., report abuse button) on the App and the Service;
• You will not use any robot, spider, scraper, or other automated means to access the App and the Service for any purpose without our express written permission; provided, however, we grant the operators of public search engines permission to use spiders to copy materials from the App and the Service for the sole purpose of and solely to the extent necessary for creating publicly-available searchable indices of the materials, but not caches or archives of such materials; and
• You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure.
You will let us know about inappropriate content of which you become aware. If you find something that violates our Community Guidelines, please let us know, and we’ll review it.
We reserve the right, in our sole and absolute discretion, to deny you access to the App and the Service, or any portion of thereof, without notice, and to remove any content that does not adhere to these Community Guidelines.
The App and the Service is available for individuals aged 18 years or older. If you are under 18 years of age, please do not use the App and the Service.
USE OF PERSONAL INFORMATION
If your application for Able is accepted, you will begin the process of opening an account by providing us with your phone number. We will then send you a link to download the App together with a one-time code. You will have to use the link to download the App and become a registered user by creating an account (“Able Account”). When you create your Able Account, you will be required to provide your name, and, as applicable, the name and EIN of your operating entity, home address, social security number, date of birth, the name of your bank, credit union, or other financial institution where you have your primary accounts, and other enrollment information. You will also be required to create a username and password for your Able Account. You represent and warrant that all login information you submit is truthful and accurate and you will maintain the accuracy of such information. You are responsible for the confidentiality of your login information. You will promptly inform us of any need to deactivate a user name or password. We reserve the right to delete or change your user name and/or password at any time and for any reason. We refer to users that open an Able Account as “Account Owners.”
All funds in the Able Accounts are deposited in one non-interest bearing account for the benefit of Account Owners at a nationally chartered financial institution located in the United States, currently Mountain Valley Bank.
Able may offer incentives and promotions from time to time, which may include programs that deposit cash in the bank accounts of new Account Owners and deposit an amount equal to estimated taxes in their Able Accounts. Able has no direct access to Account Owner bank accounts or Able Accounts; all activity by Able is through Plaid or another payment processor engaged by Able.
In order to use certain features and functionality of the App and the Service, including but not limited to, making a transaction, you will be required to pay fees. You agree to pay all such applicable fees and taxes. We may use a third party payment processor, including Plaid, to process your payment. You warrant and represent that you are the valid owner or an authorized user, of the credit card or payment account that you provide to such third party payment processor, and that all information you provide is accurate. If payment is not received from your credit card issuer or any other payment facility, you hereby agree to pay all amounts due upon demand. You agree to pay all costs of collection, including attorney’s fees and costs, on any outstanding balance.
We reserve the right to institute new or additional fees, at any time upon notice to you.
We retain all right, title and interest in and to the App, the Service, and all software and other technology relating to the App and the Service. As between us and you, we retain all right, title and interest in and to all content available through the App and the Service (the “Able Content”). The Able Content may be owned by us or our licensors, and is protected under both United States and foreign laws. Unauthorized use of the Able Content may violate copyright, trademark, and other laws. You have no rights in or to the Able Content, and you will not use the Able Content except as permitted under this Agreement and the functionality of the App and the Service. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Able Content. You may not sell, transfer, assign, license, sublicense, or modify the Able Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Able Content in any way for any public or commercial purpose. The use or posting of the Able Content on any other website or in a networked computer environment for any purpose is expressly prohibited.
If you violate any part of this Agreement, your permission to access and/or use the Able Content, the App and the Service automatically terminates and you must immediately destroy any copies you have made of the Able Content.
The trademarks, service marks, and logos of Able (“Able Trademarks”) used and displayed on the Services are registered and unregistered trademarks or service marks of Able. Other company, product, and service names located on the App and the Service may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with Able Trademarks, the “Trademarks”). Nothing on the App and the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Able Trademarks inures to our benefit.
Elements of the App and the Service are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the Able Content may be retransmitted without our express, written consent for each and every instance.
COMMUNICATIONS WITH US
Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all e-mails and communications you send to us, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation or attribution to you.
ACCESSING AND DOWNLOADING THE APP FROM ITUNES
You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. As between Able and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Able.
You acknowledge that, as between Able and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
NO WARRANTIES; LIMITATION OF LIABILITY
THE APP, AND THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND NONE OF ABLE, ITS AFFILIATES, SUBSIDIARIES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “ABLE PARTIES”) MAKE ANY WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, AND THE ABLE PARTIES HEREBY DISCLAIM ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT ANY ABLE PARTY MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
WE DO NOT PROVIDE TAX, LEGAL OR ACCOUNTING ADVICE. THE APP AND THE SERVICE AND CONTENT PROVIDED THROUGH THE APP ARE NOT INTENDED TO PROVIDE LEGAL, TAX, ACCOUNTING AND/OR FINANCIAL ADVICE, AND ARE NOT INTENDED TO SERVE AS TAX PREPARATION SERVICES. WE ARE NOT A FINANCIAL ADVISOR, PLANNER, BROKER, OR TAX ADVISOR. THE APP, AND THE SERVICE AND CONTENT PROVIDED THROUGH THE APP ARE INTENDED ONLY TO ASSIST YOU IN MANAGING YOUR FINANCES. YOU MUST NOT RELY ON THE APP, THE SERVICE AND/OR CONTENT PROVIDED THROUGH THE APP AS AN ALTERNATIVE TO LEGAL, TAX, ACCOUNTING AND/OR FINANCIAL ADVICE FROM AN APPROPRIATELY QUALIFIED PROFESSIONAL. BEFORE MAKING ANY FINANCIAL DECISIONS, YOU SHOULD CONSIDER OBTAINING ADDITIONAL INFORMATION AND ADVICE FROM YOUR ACCOUNTANT OR OTHER CERTIFIED FINANCIAL ADVISERS WHO ARE FULLY AWARE OF YOUR INDIVIDUAL CIRCUMSTANCES. WE DO NOT REPRESENT, WARRANT, UNDERTAKE OR GUARANTEE THAT THE USE OF THE APP AND THE SERVICE WILL LEAD TO ANY PARTICULAR OUTCOME OR RESULT. WE SHALL HAVE NO LIABILITY FOR ANY ERRORS OR OMISSIONS OR ANY BUSINESS LOSSES WITH RESPECT TO OR ARISING FROM SUCH INFORMATION, INCLUDING WITHOUT LIMITATION, LOSS OF OR DAMAGE TO PROFITS, INCOME, REVENUE, USE, PRODUCTION, ANTICIPATED SAVINGS, BUSINESS, CONTRACTS, COMMERCIAL OPPORTUNITIES OR GOODWILL.
IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE APP AND THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE APP AND THE SERVICE, SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100).
THE APP AND THE SERVICE MAY CONTAIN TECHNICAL INACCURACIES, TYPOGRAPHICAL ERRORS, OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR OTHER ERRORS LISTED ON OR OMITTED FROM THE APP AND THE SERVICE. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE APP AND THE SERVICE AT ANY TIME WITHOUT NOTICE.
The App and the Service may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
You agree to defend, indemnify, and hold harmless the Able Parties from and against any and all damages, liabilities, losses, costs, and expenses, including reasonable attorney’s fees (collectively, “Losses”) incurred by any Able Party in connection with a third-party claim, action, or proceeding (each, a “Claim”) arising from (i) your breach of this Agreement; (ii) any misuse of the Able Content, the Service and/or the App; (iii) your violation of any third-party right, including without limitation any copyright, trademark, property, or privacy right; or (iv) any claims brought against any Able Party by your employer or any other third party as a result of your acts or omissions; provided, however, that the foregoing obligations shall be subject to our: (i) promptly notifying you of the Claim; (ii) providing you, at your expense, with reasonable cooperation in the defense of the Claim; and (iii) providing you with sole control over the defense and negotiations for a settlement or compromise.
COMPLIANCE WITH APPLICABLE LAWS
The App and the Service is based in the United States, and are intended to be used only by residents of the United States. We make no claims concerning whether the App, the Service, or the Able Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the App, the Able Content, or the Service from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
TERMINATION OF THE AGREEMENT
We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the App and the Service, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the App and the Service at any time without prior notice or liability.
In the event of a dispute arising under or relating to this Agreement, the App, the Service or any other products or services provided by us (each, a “Dispute”), such dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act (“FAA”). NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by the Judicial Arbitration and Mediation Services (“JAMS”) pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website http://www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. Nothing in this Agreement will prevent Able from seeking injunctive relief in any court of competent jurisdiction as necessary to protect Able’s proprietary interests.
CLASS ACTION WAIVER
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of New York for purposes of any such action by us.
CONTROLLING LAW; EXCLUSIVE FORUM
The Agreement and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. The Parties hereby consent and agree to the exclusive jurisdiction of the state and federal courts located in the State of California for all suits, actions, or proceedings directly or indirectly arising out of or relating to this Agreement, and waive any and all objections to such courts, including but not limited to, objections based on improper venue or inconvenient forum, and each party hereby irrevocably submits to the exclusive jurisdiction of such courts in any suits, actions, or proceedings arising out of or relating to this Agreement.
If the Agreement is terminated in accordance with the termination provision in Section 15 above, such termination shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: “Intellectual Property,” “Communications with Us,” “No Warranties; Limitation of Liability,” “Indemnification,” “Compliance with Applicable Laws,” “Termination of the Agreement,” “Controlling Law; Exclusive Forum,” and “Miscellaneous.”
Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.
Copyright 2021 Safehold, Inc. All rights reserved.